Ladies and gentlemen, thank you for standing by and welcome to the Tyco Electronics Fourth Quarter Earnings Call. At this time, all lines are in a listen-only-mode. Later there'll be an opportunity for questions and instructions will be given at that time. [Operator Instructions]. And as a reminder, this conference is being recorded.

I'll now turn the conference over to Vice President, Investor Relations, John Roselli. Please go ahead.

John Roselli - Vice President, Investor Relations

Thank you and good morning. Thank you for joining our conference call to discuss Tyco Electronics' fourth quarter results for fiscal year 2008, our outlook for the first quarter of fiscal year 2009 and our thoughts on the full year. With me today is our Chief Executive Officer, Tom Lynch; and our Chief Financial Officer, Terrence Curtin.

During the course of this call, we will be providing certain forward-looking information. We ask you to look at today's press release and read through the forward-looking cautionary statements that we've included there. In addition, we will use certain non-GAAP measures in our discussion this morning, we ask you to read through the sections of our press release that addressed the use of these items. The press release and all related tables can be found on the Investor Relations portions of our website at tycoelectronics.com.

Now let me turn the call over to Tom for some opening comments.

Tom Lynch - Chief Executive Officer

Thanks John. Good morning, everyone. Given the current challenging economic environment, we're going to focus the majority of this call on our current business conditions and give you a flavor of what we're seeing right now and also importantly talk about the actions we're taking to improve the company 2009 and beyond.

I was just looking back for a minute, our Q4 performance overall was inline with our outlook, although in our electronic components segment which is about 75% of the company. Our conditions in most end markets especially automotive began the week... later in the quarter in this segment and automotive is about 40% of our component segment.

We were able to offset this with continued strong execution in Undersea Telecommunications business and this will enabled us to deliver $0.69 of earnings per share which was up 19% of our last year's fourth quarter.

In addition during the quarter, as you know we initiated the next major phase of our restructuring program which includes a closure of three automotive plans in Western Europe and that is tracking right now.

We also had a another good cash flow quarter with free cash flow of 476 million and we completed the divestiture of two businesses for cash proceeds of 469 million. These two resulted in total cash generations of approximately 900 million in the quarter.

For the full year our free cash flow is 1.4 billion and in addition to this we have the 600 million from divestitures. Our pre cash flow exceeded adjusted net income for the year. We also continued to return excess capitals to our shareholders to the dividend and share repurchase.

During the fourth quarter, we purchased 12.5 million shares, were approximately 400 million and we also spent another 100 million on share repurchases so far this year.

Overall in 2008, we made good progress in terms of strengthening our business portfolio improving our operating margins and strengthening our leadership.

Now, as we look forward and as frankly we're experiencing right now, is clear that 2009 is going to be a much tougher year to the global economic slowdown. Tyco and we gave our fourth quarter outlook in July, we were anticipating comp slowdown in the consumer related market by our component segment, very late in the quarter we began to see further weakening of orders in these markets and in October, the order trended up significantly worst.

Specifically our electronic component segment orders in October were down 20% year-over-year with our international automotive business especially market [ph].

Based on all the information we have, we now estimate that global automotive production levels in the industry to be down about 20% in the quarter and in the European market which is our largest slowdown has been especially severe. We expect our sales to be down close to 35% organically in the first quarter. Now as the point of reference, they were down 7% in Q4 and up 4% for the full year, so this has been a pretty sudden drop.

We also expect a decline in the Asia Pacific region and the U.S. market continues to be very weak. As a result of all this, we now expect our automotive revenue to be down approximately 25% on an organic basis in Q1. This is pretty clear that this not only end demand related but it's an adjustment in the inventory and in the supply chain as well.

Balance of the component segment, we expect to be down 5% to 10% organically and overall on the segment, we expect some organic growth that decline of approximately 15% in the first quarter.

In the balance of our businesses, and I'll touch on each of that in a minute. We see business roughly flat in Q1 and in our network segment which is about 15% of the total company revenues or $2 billion on an annual basis. We expect revenues to be flat with last year with growth in the energy market offset by declines in the communication service provider and building networks market. FX being cut back in those markets.

In the Undersea Telecom business we're likely be down about 5% year-over-year for the first quarter but this was expected last year in the first quarter we were ramping our big Trans-Pacific express job, we've not completed that job on the positive side; the backlog continues to be strong at 1.1 billion and we continued to see fair amount of good activity in this market.

In our wireless segment, we haven't assumed any revenues related to the state of New York project and we'll talk more about that later. We expect that overall revenues in the first quarter to be about flat to prior year.

Based on these trends; our Q1 sales are expected to be in the range of 2$.9 billion to $3 billion which is a decline of 16% to 19% overall, well 15% on an organic basis. With this level of sales; we expect adjusted earnings per share in the range of $0.24 to $0.28 and adjusted EPS of $0.62 in the prior year. This outlook does include an estimated loss of $0.10 per share related to mark-to-market adjustment of currency hedging activities. Terrence will take you through this in more detail in a few minutes.

But if you exclude that loss for a minute our core operating earnings are going to be in the $0.34 to $0.38 range at volume of 2.9 billion to 3 billion. And the decline in our profitability from last year's first quarter is really all volume related.

So, as we sort through these time, our focus is in three key areas; one is to continue to stay strong in the market, two is to reduce cost, to improve profitability through the year and of course three is to maintain our strong balance sheet. Let me just talk a little bit about each of these.

With response to our market position, during the last year we sharpen the focus of our product development and we launched significantly new platforms in a variety of key markets specifically. And a real key part of our strategy as we refined our portfolio and moved product businesses and products as really attractive and redeployed those engineering resources on critical platforms like Backplane connectors and engine control unit connectors just a name of couple.

But I think we've mentioned to you before, we're also are well into rebalancing our indirect market channels, they're becoming, there are important channels for us, we believe they're going to become even more important. And our goal is to be able to spend revenues through these channels overtime. And in general well, things are tough right now, we believe our broad and deep market presence and our long track record with our customers in conjunction with our financial strength and more valuable than ever to customers who want to make sure that they have supplier they could count on.

In the cost improvement area, we're focused on two key actions expand and accelerate the footprint restructuring in addition to the previously announced restructuring plan, we intend to take additional actions primarily in our components segment, where we have excess capacity. Do you know this is been a cornerstone of our three years strategy to reduce our risk manufacturing capacity, there's been a lot of activity going on in this area and we're going to take advantage of these times to pull some other things in. The actions we have underway right now are on track to our plan.

We expect the actions that we implement definitely in '08 to give us about an incremental savings of approximately $40 million in 2009 the current year we just started. The savings from the actions will introduce in 2009 really won't begin to show up until 2010, but they're going to be earlier than originally plan because we're going to start them earlier.

The other key focus of cost improvement is to reduce our overhead. We expect to cut our SG&A cost by about $100 million on an annualized basis. And we'll begin to see some of the savings in Q2 and it's a run rate in Q3 and Q4 this year. Again that the approach we're taking here is structural for example, couple weeks ago we decided to combine to about similar businesses take advantage of synergies in the market with technology and especially in the supply chain there were areas that are on our three year improvement plan and because of the current circumstances we've accelerated.

We also expect to see some margin improvement from lower commodity cost, as we recaptured some of the costs we were unable to pass on with commodity prices we're increasing. The estimated current rates and certainly the commodities are still volatile that made of pricing this could benefit us to $75 million for the year, again most of this expenses will be in the second half of the year as we worked off current inventory levels. So the way to think about all this is when you narrow this out and if you assume the current level of sales and because we don't have a lot of visibility right now, but this is our worst thing about the company that the current level of sales driving these cost improvements making sure we manage very well despite commodities spread and that the current exchange rates in commodity cost levels.

So we would expect that we could deliver $1.70 to $1.80 per share for the full year. That excludes the mark-to-market adjustments of $0.10 per share.

So, I will add little more to this later on. So let me turn the call now Terrence who is going to cover our Q4 segment in overall financial performance in more detail.

Thanks Tom and good morning everyone. Now as Tom said, let me start with reviewing the segment performance in quarter four.

In our components segments our sales grew 3% in the quarter but we were down 2% organically. Also from an regional perspective, we did see all of our regions had single-digit sales declines in the quarter and that was really driven by the consumer related end markets that we serve in the component segment which comprise about two-thirds of the segment's total sales.

In the automotive market, we were flat overall but we were down 6% organically. On an organic basis in Europe we saw our sales decline 7% and you know the end quarter we said we expected this to be relatively flat but as we went through the quarter we saw a significant decline in September and as OEMs announce additional production cuts and this led to a reduction in inventories as many of tier 1 customers.

In Asia, we did have sales growth of 17% and within China sales grew 17% and as Tom had mentioned we do expect Asia to have an organic sales decline in quarter one close to double-digit. And in North America, in quarter four, our sales decline 26% in the quarter and we expect to similar decline in quarter one.

In the computer market, our sales declined to 11% while in the communications market our sales grew 4% organically. On the infrastructure side of the communications market, our sales grew 2% while in the mobile phone side, our interconnect products grew 10% which was essentially inline with the overall production.

We do believe based upon our market share gains over the past few years. Now we will continue to grow at this point with unit volumes. In the industrial markets of the components segment, we grew 13% on an organic basis reflecting continued strong demand for our solar products.

During the quarter, we did see the industrial equipment markets slow as order rates were basically flat and the softening we saw particularly in European in connection with the slowing macroeconomic environment.

In the aerospace and defense market, we grew 9% organically and we expect to have continued growth here in quarter one. When you look at operating income on an adjusted basis for the segment it was flat year-over-year and the adjusted operating margin decreased 50 basis points to 13.6%. This decline of 50 basis points was driven by volume particularly related to the automotive and computer markets.

Turning to our network solutions segments sales grew 7% on a reported basis and 3% organically. Sales for the building networks markets grew 6% organically and as we stated in the last call we have been seeing the order trends in this market slowing and expect quarter one organic sales to be basically flat year-over-year.

In the energy market our sales grew 5% in the quarter. We experienced growth in all regions, were solid growth in emerging market more than offsetting some softness and the distribution products area.

And finally, our sales to the communication service provider market declined 4% really continuing the trend we've been seeing. As we discussed last quarter, we have seen a slowdown in U.S. carrier a spending and continued softness in Europe and these two combined together contributed to the decline.

The customers in this space remain cautious with their capital investments overall, but are expected to continue to investment in the fiber-to-the-home and broadband wireless projects.

Adjusted operating margin in the network segment declined 210 basis points to 12.7% continuing the trend that we've seen for the past few quarter. Lower productivity levels in this segments and a lower margin sales mix caused by the revenue decline in the communication service provider markets drove the margin decline.

We expect revenues in the range of $280 to $290 million in the first quarter and approximately $900 million for the full year. Adjusted margins in the industry segment improved year-over-year to 13.6% reflecting the higher volumes and in the first quarter we expect margins similar to quarter four.

And finally, in our Wireless System segment; and our sales grew 6% organically and our adjusted operating margin improved by 50 basis points to 17.6%. The margin improvement was largely due to the federally mandated re-branding efforts of our customer; which benefited both current and prior year sales. We expect quarter one sales to be consistent with the prior year levels and the single-digit operating margin due to the low sales levels on expected program mix.

Now let me give you a quick update on the state in New York wireless projects. We remedied all the technical deficiencies outlined in the letter default issued by the state in August and on October 16, we certified the primary region ready for the testing by the state.

The state has become their testing of the system here just as past week on November 3rd, and we'll wait for to hear from the state on the testing results.

Turning now to items, below the operating line, our net interest expense was $39 million in the quarter which was down versus last year reflecting lower net debt levels as well as a little bit of higher interest rate on our floating rate debt.

In quarter one, we expect interest to be about $40 million. Our income tax expense was $50 million in the quarter resulting in a GAAP effective tax rate of 32% which was also our adjusted effective tax rate. The adjusted rate was slightly lower than what we guided as we benefited from tax planning initiatives that we just completed during 2008.

For the first quarter our tax rate is expected to jump up to 40% due to the mark-to-market currency loss as Tom mention and I'll discuss shortly. However, excluding this item we expect our adjusted effective tax rate to be 33% for the quarter.

Our cash taxes paid in the quarter were $64 million and our cash tax on an adjusted income was 13%. For the year, our adjusted cash tax rate was 19% which is inline with our expected long-term cash tax rate of 20%. Other income on an adjusted basis was $15 million and we expect approximately $13 million in the quarter one.

During the quarter, we recorded impairment charges of $137 million consisting of goodwill impairment of $103 million and long lived asset impairment of $34 million.

The goodwill impairment was related to our Application Tooling business, which is included in our component segment. This impairment was incurred as part of our annual goodwill assessment which we do every July and was driven by slower future growth expectations for this business.

I know we haven't talked a lot about this business, this business provides application tooling solutions that are used to apply our products primarily to automotive and the appliance markets.

Along with the asset impairment of $34 million was primarily due to the signing of an agreement to sell our battery assembly business in the electronic component segment. The impairment charge was required to write-down the current value of the business to the expected sales price of $30 million.

In 2008, this business had approximately $135 million of revenue and we expect this sale to close in the middle of fiscal 2009 once we complete certain regulatory procedures.

Now let me cover a few other before I turn it back over to Tom. With respect to our share repurchases we spent $400 million repurchased 12.5 million shares in the quarter and at the end of the quarter we had 700 million remaining on that... our repurchased program. We have continued to repurchase shares and bought another 5.7 million shares in the month of October.

Our plan continues to be the use our excess cash to repurchase shares. We will however at times carry a little bit more cash based upon current credit and economic conditions which could result in a slower pace of repurchases than what you saw in quarter four, but we are still committed to returning the excess capital we generate back to shareholders.

And lastly as Tom mentioned our quarter one outlook includes $0.10 negative impact due to currency related losses. In October it were impacted by extreme movements in the currency markets, we do currency derivatives to manage our currency exposures in various countries and gain and loses all recorded using mark-to-market accounting. And as typically we've experience in our penny or two plus or minus due to mark-to-market accounting every quarter, but... in October the extreme movement in Eastern European currencies. Where currencies devalued over 20% in the month of October is causing us to take a mark-to-market loss of approximately $50 million which has a little tax benefit and this is where the positioned we have opened for the entire year.

If you assume current exchange rate, remain at the current levels, we expect that the losses incurred on the currency derivatives will be offset by lower operating cost later in the year, and certainly these markets remained volatile and we are carefully managing through our remaining exposures.

So with that, let me now turn the call back over to Tom.

Tom Lynch - Chief Executive Officer

Thanks Terrence. Before we go to Q&A, I'll just... I wanted to summarize what we just talked about, no questions these are tough economic times and although we can predict when demand will return to more levels, we can and we will and we are accelerating our efforts to continue improve to the company. And few key points there, we're staying with our strategy which as you know was build it in on three key things, strengthen our portfolio, still better leverage our broaden these technology capabilities. Streamline the business and improve our operating margins to 15% plus in a more normal growth...environment return that we have not taken our eye off that target. We also expect to strengthen our market position by increasing our focus on the customer and expanding the rate of new product introductions. We have the will to do that.

We're taking advantage of the slowdown to continued to improve our costs structure specially in our components segment and more specifically in our automotive business and lastly we'll continue maintain our strong financial position by continuing to generate strong cash flow and used in the cash wisely whether to... return capital to shareholders, or add to our portfolio if I'm opportunistic, strategic investments present themselves. So this is a rough time right now, but this company is more focused. I really believe we are more capable now then we were a year ago; and the whole management team knows our goal is to, we need to strengthen things and be better and stronger on this things turned out.

Just a little quick question Tom on, I know you talked about considerably hitting a $70 to $80 EPS in '09, although it's not guidance, but when you kind of think of that EPS number, what sort of sales number are you thinking about to hit that EPS line?

Tom Lynch - Chief Executive Officer

Amit, the model if you will is based upon the current sales level. We're hopefully the current sales level will be the low level of the year. But we don't really have a whole lot of visibility, but what we said to ourselves, let's not assume some more miraculous recovery here; let's assume the process of the cost structure point of view. This is where it's going to be drive more change and more cost improvements to the company. So you can think of it is, $12 billion of revenue.

Amit Daryanani - RBC Capital

Got it. That's very helpful. And then I guess Terrence... given all the risks especially on the automotive side of things right now. Could you just really talked about any concerns on the AR...the aging of AR and also on the inventory obsolescence, so how do take write-offs in that front?

Tom,let me take those separately. First up on the AR side we... our aging is actually very good, its actually improved. We do have, if you look our business overall our largest customer is less than 4% of sales and that would be the same concentration of receivables. We will continue monitor certainly with the macroeconomic but right now we feel very good with the aging.

On the inventory side, we ended the year in the high 70s on the inventory days certainly our quarter one results are being impacted by absorption. So we are focused being sensitive to the inventory levels and we will be our goals is to work that down in these soft times and you're seeing that in the P&L. Due to especially in the automotive probably being our lowest days level, right now we don't see risk but we have to monitor it closely

Amit Daryanani - RBC Capital

Got it. And then just final question after that. Just on incremental softness could you A, update us any divesture plan at this point and are you incline to potentially diverse more assets given the market softness?

Tom Lynch - Chief Executive Officer

We had a big September, and we close the deals if you know it had been in the process. We were fortunate, we got in under those rapidly collapsing credit conditions and for those two businesses is that on the 500 million. We just announced the deal itself a small part of our business a battery in where we're a very, very niche in that market and very subscale and we've been working for while to sell that business, so we got somebody there and we're continuing to work through the portfolio I think is the bigger part of the focus right now is the particularly to get out of product that just don't get it payments acquisition years ago and we've been nipping away at those things in the computer business things and the appliance business. So I'd say you could expect to see another couple of 100 million this year and that be the way to think about it.

Amit Daryanani - RBC Capital

Excellent. Thanks a lot guys.

Tom Lynch - Chief Executive Officer

Thank you, Amit.

Operator

Thank you. And next we go to Jim Suva with Citigroup. Please go ahead.

Jim Suva - Citigroup

Great. Thanks very much. Can you just clarify a little bit on the automotive side? I believe you said auto down 25% Q1 organically with the Europe down 35% I think that was for Q1 for the 35% and then Asia expect close to double-digit and for Asia do you mean close to double-digit as a little bit above, 10% or a little bit below 10%?

Tom Lynch - Chief Executive Officer

Its about as 10% Jim, with the biggest declines being in Japan our small decline in China and a larger decline in broader Southeast Asia.

Jim Suva - Citigroup

Okay. How much visibility as far as lead time do you have in that area?

Tom Lynch - Chief Executive Officer

In Asia.

Jim Suva - Citigroup

Yes.

Tom Lynch - Chief Executive Officer

The lead time is about the same. I mean they're JIT gives us orders release orders weekly, can change orders within the week, don't usually change the total value of orders that you can get change in that of a model shipments to ourselves. It's not a lot of lead times.

Jim Suva - Citigroup

Great and then as a quick follow-up the $70 to $80 directly speaking for that scenario. I know you mentioned for Q1 it includes absolutely nothing for your guidance that includes the New York contract to $70 to $80 does that includes New York contract coming in?

Tom Lynch - Chief Executive Officer

No, it doesn't.

Jim Suva - Citigroup

Okay. And that's about $0.04 per year. Correct?

Tom Lynch - Chief Executive Officer

New York.

Jim Suva - Citigroup

It will depend on how they accept the regions Jim. Previously we've said this coming year could be up to $100 million and about $0.03 to $0.04 but it will depend on how regions are accepted in there. So I think that $0.03 to $0.04 would be the high-end.

Tom Lynch - Chief Executive Officer

Yeah, that'll be two regions.

Jim Suva - Citigroup

Great. Thank you, very much.

Tom Lynch - Chief Executive Officer

You're welcome.

Operator

And we have question from Matt Sheerin with Thomas Weisel Partners. Go ahead please.

Matt Sheerin - Thomas Weisel Partners

Yes, thanks. Tom you talked about some inventory issues at automotive customers which is fairly obvious but could you be more specific about the extent of those inventory problems how much is out there both in terms of component inventory and with how long will it be for the supply chain to work through that.

And as a follow-up to that looking at the March quarter I believe you're normally flat up sequentially in that business shouldn't we assume though given the environment plus the inventory issue that you would be down sequentially?

Tom Lynch - Chief Executive Officer

Let me take the inventory one. There is not a lot of hard data on that yet Matt, why we feel that inventory because if you look at and these come on like basis so for example we don't have our October date yet of new car registrations in Europe which is probably the best leading indicator that the industry have, in September they were down 8%.

Now we suspect October is going to be a lot worst that we haven't seen that yet and that what's driving the customers to adjust quickly. The other reason we suspect there is a significant inventory adjustment as we wouldn't expect demand with follow this fast and just give you a couple of data points. First nine months in the year as bad as the U.S. car market and it's more than just a big tree and U.S. car sales were up, they were down 10% in the first nine months of the year, went down over 30% in October. So if you say your period was up than U.S. eventually those to Europe they would expect maybe similar declines with a lot affect, I know that's an over simplification.

But Europe also has some dynamics that profit up a little -- make a little stronger than the U.S. there's the Eastern European markets which are emerging and growing so you have demand there now that's slowdown but you have a fundamental, sort of a long untapped demand there and you have significant amount cars in Western Europe, our company cars those are tied in a compensation arrangements. So you have a little more stability there.

And in Western Europe there is some less dependents on credits to buy cars than there is in the U.S. So when we look it at that way, AG what we expect Europe go down and as fast as U.S maybe not, that's all kind of proposition. And then if you lay that against what we're actually seeing is exists... our conclusion is there is a significant inventory adjustment here but we're not sure where demand is going to end up in Europe and we wouldn't expect European business to be down for 35% for too long but you don't have any hard data of recent trends. Then the second question was...

Matt Sheerin - Thomas Weisel Partners

Flat point.

Tom Lynch - Chief Executive Officer

We normally do expect, would see a pickup in seasonality in Q2 I think our visibility is typically are on 5%, our visibility is pretty limited right now. Now the big shutdown that are going on are going on over the holiday, the most of the shutdown will end in early January. We typically lead six to eight weeks on our production ahead of that, so if they're starting to ramp up again, we should start to see our orders pickup late in this quarter.

You know past both strolled [ph], I think... we also think caveat is today's environment much or what historically trends pull through but we did look over history, we would normally see a pickup, the shutdowns are longer which is making this quarter more pronounced down through up, harder down through up or we would expect a little bit of timing if they're coming back we should start to see that some order activity late in this quarter.

Matt Sheerin - Thomas Weisel Partners

Okay. Thanks. And as a follow-up, even at the current run rate that you're at... you're looking at your revenues for fiscal '09 down in the $2 billion range or so? And talked about cost cutting, you will be specific about the SG&A coming out or could you be more specific about the plan consolidation efforts that are going on has that accelerated and what kind of numbers are we looking at there?

Tom Lynch - Chief Executive Officer

We did... just to give you a little bit history we initiated 13 in '07 and it's about down, we initiated 10 that were bigger in '08, so we were less plans to figure plans more conversion cost course of the big three been in the Western Europe in September. And right now what we're working through is what we do next. So we wouldn't expect to see any benefit realistically in '09 from the next wave that if we can pull something in but I mean our plan is to expand it and pull it in and that's where we're working on right now.

Matt Sheerin - Thomas Weisel Partners

And how many facilities are you at now?

Tom Lynch - Chief Executive Officer

Well we have, we have 23 that are offline or taken offline another 12 that one of our divestitures, so we're getting down around a 100 level.

Hi, good morning. Couple questions, I was wondering first of all we could dig into sort of the incremental change in the margins. It looks like quarter-to-quarter you probably have the like in the components business high 20s type of incremental margin on a basis point discussion looks like it went down about a 100 basis points. You said that it was mainly volume driven but there must been other puts and takes in there. So I was wondering if could you just sort of dig into the component margin a little bit more and also talk about it going forward where you think that would based on similar commentary?

Andwhat I would say there is really primarily affect is it is volume because of it was that the shortest decline was in our automotive business which is the higher fixed cost business than our markets that we serve.

So if you do look at it, it was a little bit higher than we typically run because we would add balance that sequentially without currency our automotive business was that about 15% in Q3 to Q4 and that did create some absorptions forms that we saw in the quarter that made the poll through a little bit heavier.

Steven Fox - Merrill Lynch

Was there any positive offset, so are we really we hadn't been taking some cost actions would that number would have looked worse?

Tom Lynch - Chief Executive Officer

It kind of look slightly worse, well from that view point, Steve it's mainly volume. The other numbers are smaller compared to those.

Steven Fox - Merrill Lynch

And then going forward Terrence when you look at Q1, its all volume related and what would be the other offset you can get?

Really when you look at components in quarter one. And if you think about it, our components segment annually has about $2 billion of fixed conversion cost which is about 500 million on the quarter and you now loosing that 15% of the sales that Tom walked you through, those create absorption pressure against that 500 million which however you want to run it is about $75 million and layering that on the top of the volume or just a sales margin is what you get there. So it does come into the heavier fall down and about the 40% range due to the absorption that we're seeing.

Steven Fox - Merrill Lynch

Okay and then just two other quick questions, the SG&A line showed a pretty good costs control going on in the quarter. Where do you see that for this quarter and then lastly on the Battery Stand With business you mentioned? What kind of serve market was that going into and is that now a discontinued business for next quarter?

Let me take the SG&A one Steve. On the SG&A as Tom said we are putting costs containment and we'll also be looking at headcount take out in that. So from that viewpoint that's the $100 million that Tom said, we would expect that to start clicking in and more on quarter two then quarter one, since we are in the middle of it, so I would expect quarter one be similar to quarter four slightly down, as we get some impact and now huge.

On the battery's business, this basically was a cell-packed assembly business that came with an acquisition years ago, it serves primarily on some cell and cell phone as well as computer application than it a mid single digit margin that were there. We will not be treating as a discontinued operation due to its small size. So you know, it'll just be something we'll highlight you but it will stay in the results.

Thank you; next we have Shawn Harrison with Longbow Research. Please go ahead

Shawn Harrison - Longbow Research

Hi, a few questions. For the year December quarter, what in terms of comp are you assuming in terms of I guess price per pound basis?

Tom Lynch - Chief Executive Officer

Right now, Shawn, that's right around $3. We have fix, as you know we do have a fixing program and we have fixed about 50,000 pounds. So right now we're assuming about $3 copper and we will also be burning of inventory obviously.

Shawn Harrison - Longbow Research

Okay, so more off, say late March quarter or June quarter in terms of same kind of, what the below the $2 type of...

Tom Lynch - Chief Executive Officer

I meant to say 50 million pounds not 50 pounds.

Shawn Harrison - Longbow Research

Okay. But more on more in late March quarter, or early June quarter for those $72?

Tom Lynch - Chief Executive Officer

That point to how that believe through between the inventory and what we fix.

Shawn Harrison - Longbow Research

Okay. Secondly just on the tax rate. What are you assuming for the full year, I know it's 33% this quarter but what do you think you can get that down to maybe exiting the year?

Tom Lynch - Chief Executive Officer

Right now with where we are, 33% is a fair assumption for the year right now.

Shawn Harrison - Longbow Research

Okay. And I guess cash flow generation or CapEx, are you pulling it in year-over-year. Maybe what should we expect this kind of a quarterly run rate this year given kind of the press revenue outline?

We're going to... our goal is to keep CapEx in proportion to revenue. The capacity related CapEx is scrutinize than you can imagine very hard right now. We've given our targets to reduce CapEx at least inline with the sales decline. New project CapEx which is about half of what we spend and our total capital so if we win a project we need to buy the tools and go with that. We're going to continue to pursue that. We don't want to discourage any new business et cetera at the right type of levels for us, but we'll definitely be down in CapEx.

Shawn Harrison - Longbow Research

Okay. And then just finally going back to the inventory discussion in the automotive business, what are the length of shutdown you're seeing this year and I guess looking at maybe something that could be 2 to 3x normal, shouldn't you see some snap back to a extent in the March quarter just as there maybe normalized production to an extent but maybe have some additional shutdowns?

Tom Lynch - Chief Executive Officer

While we're... we know that there is some European automakers for example that are going to do up to five weeks, unusual they might take generally 2 to 2.5 week unusual to shutdown the whole holiday season. I think those are still being rolled out. We would expect and kind of alluded to that earlier that all things being equal, and I think that's fair and the time right now but yes there should be a snap back, we got to see the data before we want to talk to it, because it's been so rough on the downturn ones could argue that well you should see a little bit more pickup on the upturn, we were certainly going to be prepared for that but we're managing our inventory in our cost structure very closely as well.

Shawn Harrison - Longbow Research

Okay. The final question just on the balance sheet I think currency alluded to requiring a slightly higher cash balance going forward given kind of the uncertainty in the credit market is there a dollar amount you want to pick to?

Tom Lynch - Chief Executive Officer

No, I wouldn't say we require it's just been a little bit more cautious for the credit markets right now. So I think it will really will be around Shawn, what do we seeing in the credit markets just to make sure we do have a very strong balance sheet. Our strategy and our philosophy has not changed on cash but just with what's going on some markets have been little bit disruptive such as commercial paper at that times we may have little bit more cash and we had in the past. But our core requirements have not changed in $500 to $600 million level to run the business.

Thank you, good morning. Could you talk about the ForEx losses a little bit? Are these related to production outside the U.S. or these cash flow hedges and I don't remember if you call these out in the past but how much did you benefit in '08 from any mark-to-market gains, at all?

It's Terrence. First of all in '08 it would probably be net I think it was around $0.2. If you look by quarter and some quarters it was $0.01 ahead or $0.02 positive. So it was much smaller in magnitude on the mark-to-market, and that is why we didn't call to that. When you look at what's occurring here this really relates specifically to our Eastern European operations where they are meant to be cash flow hedges but we have mark-to-market accounting.

We have about $500 million of exposure to the three major places in Eastern Europe where we have production Hungary, the Czech Kroner as well as the Polish Slavic and those currencies in October devalued significantly. And we do hedge out up to a year on those so really what we're taking here is 12 months worth of hedge in this quarter and like I said in the my statements rate stay where they are we will recover that later in the year assuming business levels stay inline with what we've hedge. So it is a cash flow hedge.

Ajay Kejriwal - Goldman Sachs

Got it. And I'm assuming you have other hedges in place that would prevent any further losses on this contract, or if currency continues to move the way they've done in the past and of course that's a long assumption but I mean have you taken any actions first that or --?

On these we have done some actions to make sure we cap these losses where I've told you to but from that standpoint we still do hedge our currencies due to the amount of exposure we have outside the dollar.

But these three currencies in Eastern Europe where the three that cause the impact of what we sold due to what happened to them in October.

Ajay Kejriwal - Goldman Sachs

Got it. And outside of these contracts could you remind us how much ForEx helped you in '08 on the top-line and operating income line?

Tom Lynch - Chief Executive Officer

If you look at ForEx in last year it helped us by about $800 million and it helped us by about $0.08 a share.

Ajay Kejriwal - Goldman Sachs

Okay. And assuming rates remain where they are, I'd imagine FX is a headwind. Could you give us some sensitivity around what FX could be a year-on-year... on a year-on-year basis in '09?

If you look at quarter one, our guidance is saying that's going to impact our growth by about 400 basis point which is about $150 million. If you take a euro at high 120 rate which is the largest currency. We expect that year-on-year that would be $700 million headwind to the top-line perspective. And then as we told you last year, that typically falls through at a lower rate. So it would be about $0.07 to $0.08 impact on EPS year-on-year.

Ajay Kejriwal - Goldman Sachs

Got it, just on that $1.72, $1.80 range for the year implies sequentially improvement. Obviously you talked about your expectations for European Auto could you maybe talk about any other end markets where you expect things to improve versus the first quarter.

Tom Lynch - Chief Executive Officer

That range doesn't really contemplate much improvement what you will see is that, will probably run a little lower in our Undersea telecom business. Its still as Terrence said we still expect to run in about $900 million rate which is better than what we had thought a couple of months ago because of the backlog till, been a little bit, it will be down slightly wireless in the first quarter is always in our lowest quarter, comes off in a usually a strong fourth quarter as we come inside with governments fiscal year end, as usually a pop in the fourth quarter and then a decline in the first quarter. Do you expect the increase in wireless to offset the increase in Undersea and for this model as I would like to call it, are the $3 billion run rate which you would see kind of running at the rate... Now obviously you know its going to be different from that but in terms of how we are modeling it and the way to think about the variables these action we are taking. Think about it that way. So there is no assumption that we get some masses further deterioration in any of our businesses or recovery.

Ajay Kejriwal - Goldman Sachs

Got it, thank you.

Tom Lynch - Chief Executive Officer

Thank you.

Operator

Thank you. We will go next to William Stein with Credit Suisse. Go ahead please.

William Stein - Credit Suisse

Thanks, wondering in the... as early credit environment, are you seeing any thing happened with suppliers or competitors that would create either a bigger problem on the supplier side or an opportunity to either take share or acquire a competitor potentially?

Tom Lynch - Chief Executive Officer

I would say we're not seeing anything totally obvious yes, but we definitely have our eyes open for opportunities of course will be careful about it but not anything, they get well I really... nothings really up there is a few that we keep our eye on customer last competitors that we keep our eye on and there is as Terrence said we're not seeing anything to scare us in the rate of which we're getting paid but there's clearly a lift that we're in more compact lift and normal to track how they're doing but fundamentally, in a state like this, I guess I would expect a little bit of the shakeout and I think that can play our advantage.

William Stein - Credit Suisse

And then putting that aside, I know acquisitions were always kind of a longer-term part of the company's strategy. Any update or comments on what that pipeline looks like or whether these deals are more or less likely given the current credit environment?

Tom Lynch - Chief Executive Officer

The pipeline, the areas that we're looking at are still the same, the market we find most attractive is probably the one, is really is the top of our list is energy we are fairly broad in the energy business and we think, there's an opportunity to expand both organically and inorganically there. We are starting to increasingly build our pipeline there. There would be... I think would be... would like to make some moves this year, are not big ones but more technology and capability moves this year if there, if the right opportunity is available on an attractive price. But we are clearly continuing to build that pipeline in that regard.

Good morning, just on the pricing environment. With you know auto customers struggling here and everyone having a tough time. How do we think about pricing for fiscal '09 in the electronic components business?

Tom Lynch - Chief Executive Officer

I think we're going to see more pricing pressure. There's couple things going on is, commodity prices went up obviously, we all got to... push as much of that on. We did about half of it. We got about half of that. We are able to recover our goals is to keep at least half, as things go down and certain commodities are still up year-over-year especially energy and things like that. So and they never really got passed through. But we would expect an environment focus plans less... there's going to be a little more aggressiveness by the things open... everybody in our industry has keep a lot of this cost as it went on the way out. And I think we have a good chase, it's been starting ourselves both to in the higher cost environment to get more back in our erosion and come down significantly from historical levels as well as be ready as commodity prices turndown as they have. So we're going to see more pressure I think we're very well prepared in the right way to keep as much as we can but at the same time in our attractive business we're not going to give up that business for a few points of crisis.

Brian White - Collins Stewart LLC

And how do we think about pricing in the last downturn, what happened to pricing like percentage wise you have numbers?

I would say they're incomparable because when you look at very different end market dynamics. Brian, so when you look at what happened during the telecom buzz in places like automotive pricing really did not change. So, the end market demand between less downturn and this one that we're experiencing right now are very different.

Brian White - Collins Stewart LLC

Okay. So maybe a mid-single digit decline in the fiscal '09 is reasonable?

Tom Lynch - Chief Executive Officer

I mean, I think it's -- I do believe it's going to be less say less than sort of average.

Brian White - Collins Stewart LLC

Okay. And just on Undersea Telecom is that Trans-Pacific finished the project finished?

Good morning. I wanted to just walk through guidance here one more time. I feel like the top line guidance is for seasonal pickup but at the same time you're saying that you expect to see a seasonal pickup in the March quarter. So if we do see a seasonal pickup then would we expect to come in above the 170, 180 on the EPS line?

Carter, we're giving guidance for the first quarter and know it's not like guidance for the year, but we were just really trying to put a model around for those variables that helped all of you think about the business sort of the same way we think about it. We're not counting on a seasonal pickup in Q2 I mean we're certainly hoping for it, but it's hard to say right now just because of all the uncertainty and this recent decline in Europe has been pretty, it's pretty rapid.

So in a more abnormal environment even in the down business more normal environment we would expect to see seasonal profit that's why we're not really going beyond the first quarter at this point. And we'll have a better idea by the end of this quarter based on I mentioned earlier as the automakers come out of their shutdown what we know how fast they come out of those, what's the real end demand they're seeing and how fast they would ramp up. We should see that in the latter part of this quarter.

Carter Shoop - Deutsche Bank NA

Okay. That's helpful and I can appreciate how difficult it is to forecast in this environment. Looking at the guidance another way on the EPS line at the midpoint for next quarter or this quarter rather were $0.26 if you add the $0.10 from the FX loss growing off year about $0.36 per quarter on a similar type of revenue run rate, to get the midpoint of your full year guidance we need to be hitting about $0.50 per quarter which translates into about $100 million incremental operating profits for a quarter.

So that's said, can you help us understand what's the levers are and what's some -- and maybe rank them by its going to have a biggest contribution to help you get that $0.50 per quarter whether it be raw materials restructuring, financial engineering like buybacks or possibly I guess volume benefits when it be there, but those three items between raw materials, restructuring and financial engineering.

Carter, how we're thinking about I mean you're exactly right lets take $0.36 punch for get you the around of mid 140 rate. Certainly the cost cutting that Tom articulated in his comments, we basically would say in the SG&A and overhead side would the biggest component, the commodities Tom mentioned $50 to $75 million on that on basically to recapture plus obviously some price get back. We also prior restructure actions. We would say another $40 million share incremental to what we saw last year. And then to your last point you know how we're using our cash certainly our share account will come down as well. Your financial engineering would probably be the smallest out there. So those four components really are the metric drivers and that does assume the $12 billion as Tom said and its mainly around cost take up.

Carter Shoop - Deutsche Bank NA

Would we expect, I mean... I think you mentioned this before, we are expecting most of that. Cost take out to occur in the second half of fiscal year.

On the SG&A side, we expect to start seeing the saving's next quarter certainly not the full quarter. The commodity as we stated would be later in the year, prior restructuring would be the next three quarters certainly bigger in the last half and the shares are throughout the year.

Carter Shoop - Deutsche Bank NA

Great. One last question, have you started to see any competition in the auto market, from Asian competitor's Asian connector manufactures.

Tom Lynch - Chief Executive Officer

Nothing significant Carter, we clearly run into them as they're taken working on the business trying to get in there for a while but not yet. Not in a significant way. If you think about on high for example.

Good, good thank you, most of my question have been answered, I just had a couple of clarification questions, I think the first one was as we think about the benefits from the restructuring, is it fair to assume that the benefit on your gross margin line is probably sort of the 30 to 40 basis points in '09 and that's sort of the range you are thinking of?

The $40 million, that we mentioned would be that $40 million as all gross margin.

Amitabh Passi - UBS

Okay I apologize I miss that and then just on the SG&A, if you could just clarify I didn't quite get your commentary as we think about SG&A in '09 are we looking at it more sort of flattish and dollar basis or I assume is again some benefit from discussing action. I am just wondering how we should think about where SG&A transferred the full year?

Amitabh, what we plan is, we want to take out a $100 million on an annualize basis of the SG&A. And we will start getting those benefits in the second quarter and then obviously ramping throughout the year. So from that view point our view is going to so down.

Amitabh Passi - UBS

Got it. And then just quickly on the industrial segment, you talked about your solo business, can you give us any color in terms of how big the business is now or at least with revenues during this quarter even on the relative basis what the year-over-year growth was for that particular?

The growth almost doubled, it was very robust approaching still a small business approaching $100 million but three years ago it was in the rounding. So, its ramped quickly, it especially ramped in Europe were no other countries have subsidies for this. I think we were still very bullish on it. We both committed to it I think is it will continue to ramp where we see that slowing down a bit, subsidies are coming down a little bit and of course it does tend to fluctuate in a little bit, not too much with oil. As oil comes down but still a viewing it is a very high priority high growth business for us.

Amitabh Passi - UBS

Got it. And just my final question perhaps asking you Tom. we shared on appear to be sort of an unprecedented times and I was just curious coming back to the M&A question I mean we look at these sort of times as an opportunity moments for you to be perhaps slightly more aggressive or cautiously or selectively on the acquisition front or is this a time, what you think you probably be much more cautious and you rather wait out for storm before you should get aggressive on the M&A front?

Tom Lynch - Chief Executive Officer

I think our strategy is really unchanged there. And I think the way, another way to answer that is we know the areas, we want to get into that our top priorities we're aggressively pursuing them. They're more round out the portfolio type areas and in product especially technology development that we already have and I think particularly the opportunity should be better for the small and mid-sized opportunity. That those companies that likely could have a little bit more difficult circumstances right now, so I guess the short answer is we expect to be more aggressive but staying inline with our strategy not certainly widening our net to be opportunistic with it naturally meet opportunities arise but we focused on our strategy these were the spots we want to go into and be more aggressive given the circumstances.

Amitabh Passi - UBS

Got it. Thank you.

Tom Lynch - Chief Executive Officer

Thank you.

Operator

Thank you. And our next question is from Brian Girgy [ph] with Legal and General Investments. Please go ahead.

Unidentified Analyst

Hi. Just couple of questions. Other than the corporate bond. Do you have any debt outstanding either in the form of commercial paper bank client jobs?

Yes we do, I mean if you look at our exact composition are $3.2 billion on that while we do have lot of bonds outstanding. We have about $150 million of other typical debt and at the end of the year we had $640 million of commercial paper. I mean our commercial paper balance is down, we have used some of the excess proceeds we've had on the divestures as the market has been disruptive and we do go into our backup facility has cash is need because that backup facility was needed to backup the commercial paper. So any disruption in the market we do go into our backup facility.

Unidentified Analyst

And how are you relative to your bank covenants right now, how much cushion there?

Any statistics about where they... where those covenants are and where the data is?

Tom Lynch - Chief Executive Officer

I do not have with me but we're fine with our bank covenants we can get that for you.

Unidentified Analyst

Okay. And as far as anyone expose to the automotive industry these days is taking... is getting a hard look from the rating agencies, so you think contact about the rating agencies and it seems like there -- at least with some of the reaction and some of the names in the sector -- I guess the need for more liquidity cash balances that kind of stuff is a something that they highlighted, is it something that you spoken with them recently about?

Tom Lynch - Chief Executive Officer

We always are in contact with the rating agencies update them on our business. So we're always in contact with them. I think you need to keep in the contacts our cash flow generation and we're more than automotive company.

Unidentified Analyst

No, absolutely...

Tom Lynch - Chief Executive Officer

From that view point, we just generated $500 million of free cash flow and we'll continue to update the credit rating agencies on what's going on the business but its been normal contact.

Unidentified Analyst

Okay. And last question more of typical one I guess in given the current state uncertainty in the market, you have a choice right now whether to keep the cash on the balance sheet or repurchase shares and I understand the stock prices, looks very attractive now, but it's seems there the equity markets rewarding companies that have more liquidity in this environment. I guess I don't see the upside for continuing to repurchase shares if hypothetically, the outside potentially of keeping cash is that, as we start to come out of this having little bit more balance sheet to do acquisitions or something of that nature.

We've always indicated, our strategy is to make sure as we generate excess capital, its either going to be, full returning to our shareholders or for strategic investments, and we continued to balance that. We feel very comfortable with our liquidity position and our cash flow generation. And we do balance those as we run the business everyday.

Tom Lynch - Chief Executive Officer

As Terrence mentioned earlier, we're keeping a little more cash on the balance sheet just because of the credit situation, just to be prudent.

Unidentified Analyst

And... I know you have what the balance sheet just right now but I mean obviously the uncertainty in the market specifically with the revenue side of the equation, it seems to me that continuing to repurchase shares, doesn't that make sense?

Tom Lynch - Chief Executive Officer

I would say, you also have to look at, we have no significant debt until 2013 as well.

Unidentified Analyst

Understood.

Tom Lynch - Chief Executive Officer

From that viewpoint, our debt is popularly matured and we're going to continue based upon credit conditions and what's going on in market as I said, be a little bit more cautious but our philosophy has not change.

Unidentified Analyst

Excellent, keep up the good work. Thanks.

Tom Lynch - Chief Executive Officer

Options are open, I say that's the way you should think about it, that's what we're doing.

Thank you, and gentlemen, we have no further questions. Please go ahead with any closing remarks.

Tom Lynch - Chief Executive Officer

Okay, well thank you for joining us today. Keith Kolstrom and myself will be around the rest of the day to answer any other questions you may have. Thanks and we look forward to talking to you. Thanks everyone.

Operator

Thank you and ladies and gentlemen this conference will be available for replay after 10.30 am today till midnight, Thursday November 13th. You may access the AT&T executive playback service that anytime by dialing 1800-475-6701 and entering the access code 962-724. International callers dial 320-365-3844, using the same access code 962724. That does conclude our conference for today. Thank you for your participation and for using AT&T executive teleconference. You may now disconnect. .

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